Exhibit 4

                                   F&M BANCORP

                           Description of Common Stock

  The following paragraphs summarize certain provisions of Maryland General 
Corporation Law ("MGCL"), the Federal banking law, and the Charter and By-Laws 
of F&M Bancorp (the "Company") as they relate to the Common Stock of the 
Company. The summary does not purport to be complete and is subject to and 
qualified in its entirety by reference to Maryland and Federal law and to the 
Company's Charter and By-Laws for complete information.

Capital Stock

  The total number of shares of stock of all classes which the Company has 
authority to issue is 50,000,000 shares of capital stock (par value $5.00 per 
share), amounting in aggregate par value to $250,000,000. All of such shares are
currently classified as Common Stock (the "Common Stock"). The Board of 
Directors may classify and reclassify any unissued shares of capital stock into 
other classes or series of capital stock (including Preferred Stock) by setting 
or changing in any one or more respects the preferences, conversion or other 
rights, voting powers, restrictions, limitations as to dividends, 
qualifications, or terms or conditions of redemption of such shares of capital 
stock. No shares of capital stock are now classified as Preferred Stock.

Common Stock

  A holder of Common Stock has one vote for each share held by him on all 
matters submitted to a vote of stockholders and, subject to the voting rights, 
if any, of the holders of Preferred Stock, if any, the exclusive voting power 
for all purposes is vested in the holders of the Common Stock. Holders of Common
Stock do not have the right of cumulative voting in the election of directors. 
The Common Stock has no conversion rights and is not subject to redemption. A 
stockholder of the Company has no preemptive rights to subscribe for additional 
shares of stock or other securities of the Company except as may be granted by 
the Board of Directors.

  Subject to applicable law and the rights of the holders of Preferred Stock, if
any, the holders of Common Stock of the Company are entitled to receive, pro 
rata, dividends when, as, and if declared by the Board of Directors from funds 
legally available therefor. The ability of the Company to pay dividends to its 
stockholders is limited primarily by the ability of the Company's primary 
subsidiaries, Farmers and Mechanics National Bank and Home Federal Savings Bank,
(collectively, "the Banks") to pay dividends to the Company. In the event of any
liquidation, dissolution or winding up of the Company, after payment or 
providing for the payment of all liabilities and amounts due the holders of 
Preferred Stock, if any, the holders of Common Stock are entitled to share 
ratably in all the remaining assets.

Board of Directors

  The Company's Charter provides that the number of directors of the Company 
shall be 16 and thereafter may be increased or decreased pursuant to the By-Laws
of the Company, but shall never be less than the minimum number (generally three
directors) permitted by the MGCL. The Charter of the Company has classified the 
Board of Directors into three classes of roughly equal size which serve for 
three year terms, with one class being elected each year. Subject to the rights 
of the holders of Preferred Stock, if any, to elect one or more directors, the 
stockholders may elect a successor to fill a vacancy on the Board of Directors, 
resulting from the removal of a director subject to the rights of the holders of
Preferred Stock if any, to elect one or more directors, director elected by the 
stockholders to fill a vacancy resulting from the removal of a director serves 
for the balance of the term of the removed director then remaining. A majority 
of the remaining directors, whether or not sufficient to constitute a quorum, 
may fill a vacancy on the Board of Directors which results from any cause except
an increase in the number of directors, and a majority of the entire Board of 
Directors may fill a vacancy which results from an increase in the number of 
directors. A director elected by the Board of Directors to fill a vacancy serves
until the next annual meeting of stockholders and until his successor is elected
and qualifies.

Removal of Directors

  The Charter of the Company provides that, subject to the rights of the holders
of Preferred Stock, if any, any director may be removed only for cause and then 
only by the affirmative vote of at least 80% of the votes entitled to be cast in
the election of directors. If a stockholder were to obtain 80% of the shares of 
Common Stock of the Company outstanding, he would be able to repeal this 
provision, remove all the current directors and elect directors of his choice. 
If a stockholder were to obtain 50% or more, but less than 80%, of the shares of
Common Stock of the Company outstanding, because of the structure of the Board 
of Directors of the Company, he would be unable to elect a majority of the Board
of Directors until the second annual meeting of stockholders after his 
acquisition.

Limited Liability and Indemnification of Directors and Officers of the Company

  As permitted by the MGCL, the Company has Charter provisions limiting the 
personal liability of directors and officers for money damages to the fullest 
extent permitted by Maryland law except that such Charter provisions do not 
limit liability (a) for, and to the extent of, actual receipt of an improper 
benefit in money, property, or services or (b) in respect of any adjudication 
based upon a finding of active and deliberate dishonesty which was material to 
the cause of action adjudicated. The Charter provisions do not affect potential 
liability of directors and officers to third parties, such as creditors of the 
Company.

  As permitted by the MGCL, the Company's Charter obligates the Company to 
indemnify its directors and officers and to pay or reimburse expenses for such 
individuals in advance of the final disposition of a proceeding to the maximum 
extent permitted by Maryland law. The Company's By-Laws also contain 
indemnification provisions. The MGCL permits a corporation to indemnify its 
directors and officers, among others, against judgments, penalties, fines, 
settlements, and reasonable expenses actually incurred by them in connection 
with any proceeding to which they may be made a party by reason of their service
in those or other capacities, unless it is established that the act or omission 
of the director or officer was material to the matter giving rise to such 
proceeding and either was committed in bad faith, or (ii) was the result of 
active and deliberate dishonesty, or (iii) the director or officer actually 
received an improper personal benefit in money, property or services, or (iv) in
the case of any criminal proceeding, the director or officer had reasonable 
cause to believe that the act or omission was unlawful.

Stockholder Proposals

  Generally, for any stockholder proposal to be presented in connection with an 
annual meeting of stockholders of the Company, including any proposal relating 
to the nomination of a director to be elected to the Board of Directors, the By-
Laws of the Company require the stockholder to submit written notice of the 
proposal to the Company generally not less than 90 nor more than 120 days in 
advance of the first anniversary of the preceding year's annual meeting.

  Such notice must state (a) as to any nominee for election as a director, all 
information required by Regulation 14A under the Securities Exchange Act of 
1934, as amended, (b) as to any other business, a brief description of the 
business, the reason for conducting such business at the meeting and any 
material interest in such business of such stockholder, (c) the identity of such
stockholder and the number of shares of stock owned by such stockholder, (d) a 
description of all arrangements between such stockholder and any other person in
connection with such proposal and (e) a representation that such stockholder 
intends to appear at the annual meeting to bring such business before the 
meeting.

Amendments to By-Laws

  The By-Laws of the Company may be amended (a) by the stockholders by the 
affirmative vote of a majority of all votes cast at a meeting duly called for 
such purpose at which a quorum is present, provided, that any amendment to the 
By-Laws which is inconsistent with the purposes or effects of the Charter 
provisions relating, among other things, to (i) the size of the Board of 
Directors, (ii) appointment of directors to vacancies on the Board of Directors,
(iii) rights of holders of Preferred Stock, if any, to elect directors, (iv) 
removal of directors, (v) classification of the Board of Directors and (vi) 
business combinations shall require the affirmative vote of not less than 80% of
the aggregate votes entitled to be cast thereon, voting as a single class or (b)
by the Board of Directors

Amendments to Charter and Other Charter Provisions

  The Charter of the Company may be amended by the affirmative vote of the 
holders of a majority of the total number of shares of all classes outstanding 
and entitled to vote on the matter, except an 80% vote is required to amend the 
Charter (a) to make certain changes relating to the Board of Directors, (b) to 
amend provisions relating to a change in control of the Company (described 
below), and (c) to amend the provisions relating to amendment of the Charter. 
The Charter provisions relating to limitations of liability and indemnification 
may only be amended prospectively.

  The Charter of the Company directs the Board of Directors, in connection with 
the exercise of its business judgment when evaluating a transaction which may 
involve a change in control of the Company, to give consideration to all 
relevant factors, including, but not limited to, the long-term economic effects 
on the Company and its stockholders; the social and economic effects on 
employees, depositors, and other constituents of the Company and on the 
communities is which the Company and its subsidiaries operate or are located; 
the historical and current operating results or financial condition of the 
Company; whether a more favorable price could be obtained in the future; the 
reputation and business practices of the other party; an estimate the future 
value of securities by the Company; and any antitrust or other legal or 
regulatory issues raised by the transaction. The Charter of the Company 
authorizes the Board of Directors to employ a broad range of defensive measures 
to defeat an offer they believe should be opposed.

Business Combinations

  The MGCL prohibits certain "business combinations" (including a merger, 
consolidation, share exchange, or, in certain circumstances, an asset transfer 
or issuance or reclassification of equity securities) between a Maryland 
corporation and an "Interested Stockholder." Interested Stockholders are all 
persons (a) who beneficially own 10% or more of the voting power of the 
corporation's shares or (b) an affiliate or associate of the corporation who, at
any time within the two-year period prior to the date in question, was an 
Interested Stockholder or an affiliate or an associate thereof. Such business 
combinations are prohibited for five years after the most recent date on which 
the Interested Stockholder became an Interested Stockholder. Thereafter, any 
such business combination must be recommended by the board of directors of such 
corporation and approved by the affirmative vote of at least (a) 80% of the 
votes entitled to be cast by all holders of voting shares of the corporation, 
and (b) 66 2/3% of the votes entitled to be cast by holders of voting shares of 
the corporation other than voting shares held by the Interested Stockholder or 
an affiliate or associate of the Interested Stockholder, with whom the business 
combination is to be effected, unless, among other things, the corporation's 
stockholders receive a minimum price (as defined in the MGCL) for their shares 
and the consideration is received in cash or in the same form as previously paid
by the Interested Stockholder for its shares. These provisions of Maryland law 
do not apply, however, to business combinations that are approved or exempted by
the Board of Directors of the corporation prior to the time that the Interested 
Stockholder becomes an Interested Stockholder. A Maryland corporation may adopt 
an amendment to its charter electing not to be subject to the special voting 
requirements of the foregoing legislation. Any such amendment would have to be 
approved by the affirmative vote of at least 80% of the votes entitled to be 
cast by all holders of outstanding shares of voting stock and 66 2/3% of the 
votes entitled to be cast by holders of outstanding shares of voting stock who 
are not Interested Stockholders. The Company has not adopted such an amendment 
to its Charter, and no approval or exemption of the Board of Directors is 
currently in effect.

Control Share Acquisitions

  The MGCL provides that the "control shares" of a Maryland corporation acquired
in a "control share acquisition" have no voting rights except to the extent 
approved by a vote of two-thirds of the votes entitled to be cast on the matter,
excluding shares of stock owned by the acquiror or by officers or directors who 
are employees of the corporation. Control shares are shares of voting stock 
which, if aggregated with all other shares of stock previously acquired by such 
a person, would entitle the acquiror to exercise voting power in electing 
directors within one of the following ranges of voting power: (a) 20% or more 
but less than 33 1/3%; (b) 33 1/3% or more but less than a majority; or (c) a 
majority or more of all voting power. Control Shares do not include shares of 
stock an acquiring person is entitled to vote as a result of having previously 
obtained stockholder approval. A control share acquisition means, subject to 
certain exceptions, the acquisition of, ownership of or the power to direct the 
exercise of voting power with respect to, control shares.

  A person who has made or proposes to make a "control share acquisition," upon 
satisfaction of certain conditions (including an undertaking to pay the 
corporation's expenses of a special meeting), may compel the board of directors 
to call a special meeting of stockholders to be held within 50 days of demand 
therefore to consider the voting rights of the shares. If no request for a 
meeting is made, the corporation may itself present the question at any 
stockholders' meeting.

  If voting rights are not approved at the meeting or if the acquiring person 
does not deliver an acquiring person statement as permitted by the statute, 
then, subject to certain conditions and limitations, the corporation may redeem 
any or all of the control shares (except those for which voting rights have 
previously been approved) for fair value determined, without regard to voting 
rights, as of the date of the last control share acquisition or of any meeting 
of stockholders at which the voting rights of such shares are considered and not
approved. If voting rights for "control shares" are approved at a stockholders' 
meeting and the acquiror becomes entitled to vote a majority of the shares 
entitled to vote, all other stockholders may exercise appraisal rights. The fair
value of the stock as determined for purposes of such appraisal rights may not 
be less than the highest price per share paid in the control share acquisition, 
and certain limitations and restrictions otherwise applicable to the exercise of
dissenters' rights do not apply in the context of a "control share acquisition".

  The control share acquisition statute does not apply to stock acquired in a 
merger, consolidation or stock exchange if the corporation is a party to the 
transaction, or to acquisitions previously approved or exempted by a provision 
in the charter or by-laws of the corporation. There are no such provisions in 
the Charter or By-Laws of the Company.

Federal Banking Regulations

  Under the Bank Holding Company Act and the regulations promulgated thereunder 
by the Federal Reserve Board, no company may acquire "control" of institutions 
such as the Company without the prior approval of the Federal Reserve Board. The
ownership of, control of, holding with power to vote of or holding proxies 
representing 25% or more of any class of voting securities is presumed to be a 
"controlling" interest under the Bank Holding Company Act, and, depending upon 
the circumstances, control may be found to exist below this level of ownership. 
Any company acquiring such control would become a bank holding company, would be
subject to certain limitations and prohibitions on its operations, and would 
become subject to registration, examination and regulation by the Federal 
Reserve Board. The Federal Reserve Board may withhold approval of an application
to become a bank holding company on certain specified grounds.

  The Federal Reserve Board has adopted a regulation pursuant to the Change in 
Bank Control Act of 1978 which generally requires  persons  (except for 
companies  subject  to  the corresponding provisions of the Bank Holding Company
Act) who intend to acquire control of the Company to give 60 days' prior written
notice to the Federal Reserve Board. Control for the purpose of the regulation 
is presumed in situations in which the acquiring party has voting control of at 
least 25% of any class of the institution's voting stock or the power to direct 
the management or policies of the institution. Control is presumed to exist when
the acquiring party has voting control of at least 10% of any class of the 
institution's voting stock if (a) the institution's shares are registered 
pursuant to Section 12 of the Securities Exchange Act of 1934, or (b) the 
acquiring party would be the largest stockholder of the institution. The statute
and related regulations authorize the Federal Reserve Board to disapprove the 
proposed transaction on certain specified grounds.

Anti-Takeover Effect

  The statutory, regulatory, Charter, and By-Law provisions mentioned above, may
make it more difficult and time consuming to change a majority of the Board of 
Directors of the Company or otherwise gain control of the Company and thus 
reduce the vulnerability of the Company to an unsolicited proposal for the 
takeover of the Company. In some circumstances, certain stockholders may 
consider these provisions to have disadvantageous effects. Takeover offers 
are frequently made at prices above the market price of the target company's 
stock. In addition, acquisitions of stock by persons attempting to acquire 
control through market purchases may cause the market price of the target 
company's stock to reach levels that are higher than would otherwise be the 
case. The Company's Charter and By-Law provisions, as well as the statutory and 
regulatory provisions mentioned above, may discourage any such acquisitions, 
even though such acquisitions might be beneficial to the Company or its 
stockholders. Accordingly, stockholders could be deprived of the opportunity to 
sell their stock at prices in excess of current market prices which often 
prevail as the result of such occurrences.

<PAGE>